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140
Scott Drive
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Menlo
Park, California 94025
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Tel:
+1.650.328.4600 Fax: +1.650.463.2600
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www.lw.com
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FIRM
/ AFFILIATE OFFICES
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Abu
Dhabi
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Moscow
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Barcelona
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Munich
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Beijing
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New
Jersey
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Brussels
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New
York
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Chicago
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Orange
County
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Doha
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Paris
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Dubai
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Riyadh
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Frankfurt
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Rome
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Hamburg
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San
Diego
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Hong
Kong
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San
Francisco
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September
30, 2010
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Houston
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Shanghai
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London
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Silicon
Valley
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Tegal
Corporation
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Los
Angeles
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Singapore
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2201
South McDowell Boulevard
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Madrid
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Tokyo
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Petaluma,
CA 94954
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Milan
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Washington,
D.C.
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Re:
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Registration Statement
on Form S-8
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Ladies
and Gentlemen:
In
connection with the registration by Tegal Corporation, a Delaware corporation
(the “Company”), under the
Securities Act of 1933, as amended (the “Act”), on Form S-8
filed with the Securities and Exchange Commission on September 30, 2010 (the
“Registration
Statement”), of an aggregate of additional 515,753 shares of the
Company’s common stock, par value $0.01 per share (the “Shares”), to be
issued by the Company pursuant to the Tegal Corporation 2007 Incentive Award
Plan (the “Plan”), you have
requested our opinion set forth below.
As such
counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your
consent, we have relied upon certificates and other assurances of officers of
the Company and others as to factual matters without having independently
verified such factual matters. We are opining herein as to General
Corporation Law of the State of Delaware, and we express no opinion with respect
to any other laws.
Subject
to the foregoing and the other matters set forth herein, it is our opinion that,
as of the date hereof, the Shares under the Plan have been duly authorized by
all necessary corporate action of the Company and, upon the issuance and
delivery of the Shares in the manner contemplated by the Plan and assuming the
Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the
Plan, including, without limitation, collection of required payment for the
Shares, the Shares will be validly issued, fully paid and
nonassessable.
This
opinion is for your benefit in connection with the Registration Statement and
may be relied upon by you and by persons entitled to rely upon it pursuant to
the applicable provisions of the Act. We consent to your filing this
opinion as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder.
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Very
truly yours,
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/s/
Latham & Watkins LLP
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